It is important that your shares be represented at the Annual Meeting. IfWhether or not you are unableplan to participate inattend the Annual Meeting and vote during the Meeting, during the scheduled time, Iwe urge you to complete, date and sign the enclosed proxy card and promptly return it in the enclosed postage-paid return envelope provided. If you prefer, you can save timeprovided, authorize your proxy by votingtelephone or through the Internet or by telephone as described in the proxy statement and on the enclosed proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL8, 2021.

Our Proxy Statement and Annual Report on Form 10-K10-K for the fiscal year ended September 30, 2017,2020, are available on the Internet through our website at http://www.medleycapitalcorp.comwww.phenixfc.com.

The following information applicable to the Annual Meeting may be found in the Proxy Statement and accompanying proxy card:

1.      To elect two (2) directors of the Company, each to serve for a term of three years, or until his or her respective successor is duly elected and qualified;

2.      To ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021; and

3.      To transact such other business as may properly come before the Annual Meeting.

You have the right to receive notice of and to vote at the Annual Meeting if you were a stockholder of record at the close of business on December 19, 2017.February 22, 2021. Shareholders as of the record date may attend, vote and submit questions virtually at our Annual Meeting by logging in at www.virtualshareholdermeeting.com/PFX2021. To log in, shareholders (or their authorized representatives) will need the 16 digit control number provided on their proxy card or, if they are a beneficial owner, their voting instruction form. If you are unablenot a shareholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to attend virtually,vote or submit questions. If you experience any technical difficulties accessing the Annual Meeting or during the meeting, please call the toll-free number that will be available on our virtual shareholder login site (at www.virtual shareholdermeeting.com/PFX2021) for assistance. We will have technicians ready to assist you with any technical difficulties you may have beginning 15 minutes prior to the start of the Annual Meeting at 11:45 a.m., Eastern Standard Time, on April 8, 2021.

Please sign the enclosed proxy card and return it promptly in the self-addressedpostage-paid return envelope provided or vote by telephone or through the Internet. Please refer to the voting instructions provided on your proxy card. InIf you hold your shares beneficially through a bank or broker, please follow the eventvoting instruction form of your bank or broker. If there are not sufficientinsufficient votes for a quorum or to approve the proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in orderadjourned. In addition, the Chairman of the Annual Meeting will have the authority to permit further solicitationadjourn the Annual Meeting from time-to-time without notice and without the vote or approval of proxies by the Company.stockholders. Thank you for your support of the Company.

If you are a “stockholder of record” (i.e., you hold shares directly with the Company or the Company’s transfer agent in your name), you may revoke a proxy at any time before it is exercised by (1) notifying the proxy tabulator, Broadridge Financial Solutions, Inc. (“Broadridge”),Company in writing, by(2) submitting a properly executed, later-datedlater-dated proxy card, or by virtually attendingvoting via Internet or telephone at a later time or (3) participating in the Annual Meeting online and voting your shares duringat the Annual Meeting. Please send your notification to Medley Capital Corporation, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood,445 Park Avenue, 9th Floor, New York, NY 11717. Any stockholder of record participating in the Meeting may vote at such time whether or not he or she has previously voted his or her shares.

At the Annual Meeting, you will be asked to vote on the following proposals:

The record date for the Annual Meeting is the close of business on December 19, 2017,February 22, 2021 (the “Record Date”). You may cast one vote for each share of common stock that you owned as of the Record Date. ThereAs of the Record Date, there were 54,474,2112,723,709 shares of the Company’s common stock outstanding on the Record Date.

Election of Directors.The election of a director requires the affirmative vote of a plurality of the votes cast by holders of our common stock as of the Record Date present or represented by proxy at the Meeting or by proxy.Annual Meeting. Under the plurality voting standard, the nominees who receive the largest number of affirmative votes “FOR”, even if less than a majority, are elected to the Board, up to the maximum number of directors to be elected. Stockholders may not cumulate their votes. If you vote “Withhold Authority” with respect to a nominee, your shares will not be voted with respect to the person indicated. “Broker non-votes” will have no effect on the outcome of such election.

If you give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the election of each of the nominees as directors. Abstentions and Broker Non-Votes are not counted as votes cast for purposesdirectors in accordance with the recommendation of the election of directors and, therefore, will have no effect on the outcome of such election.Board.

Ratification of Independent Registered Public Accounting Firm.    The affirmative vote of a majority of the votes cast by holders of our common stock as of the Record Date present or represented by proxy at the Annual Meeting or by proxy is required to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm.

Additional Solicitation.Solicitation.    If there are not enough votes to approve any proposals at the Annual Meeting, the stockholders who are represented may adjourn the Annual Meeting to permit the further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless the proxies are marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies. In addition, the Chairman of the Annual Meeting will have the authority to adjourn the Annual Meeting from time-to-time

The Company will bear the expense of the solicitation of proxies for the Annual Meeting, including the cost of preparing, printing and mailing this Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders, and proxy card. The Company has engaged the services of Okapi Partners LLC, for the purpose of assisting in the solicitation of proxies at an anticipated cost of approximately $12,500, plus reimbursement of certain expenses and fees for additional services requested. If brokers, trustees, or fiduciaries and other institutions or nominees holding shares in their names, or in the name

The following table sets forth, as of the Record Date, the beneficial ownership of each current director, the nominees for director, the Company’s executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and the executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”)SEC and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based upon reports filed by such persons with the SEC and other information obtained from such persons, if available.

Set forth below is the dollar range of equity securities beneficially owned by each of our directors as of the Record Date. We are not part of a “family of investment companies,” as that term is defined in the 1940 Act.

Our business and affairs are managed under the direction of our board of directors.the Board. Pursuant to our charter and bylaws, the board of directorsBoard is divided into three classes, designated Class I, Class II, and Class III. At the Annual Meeting, Class I directors shall be elected for a three-yearthree-year term. Directors are elected for a staggered term of three years each, with a term of office of one of the three classes of directors expiring each year. Each director will hold office for the term to which he or she is elected or until his or her respective successor is duly elected and qualified.

The election of a director requires the affirmative vote of a plurality of the votes cast by holders of our common stock as of the Record Date present or represented by proxy at the Meeting or by proxy. A stockholder canAnnual Meeting. Stockholders may not cumulate their votes. If you vote for or withhold his or her vote from each nominee. If a stockholder withholds his or her vote for“Withhold Authority” with respect to a nominee, suchyour shares will not be voted with respect to the nomineeperson indicated. “Broker non-votes” will have no effect on the outcome of such election.

If a stockholder has delivered its proxy to the Company, and any of the nomineescandidates nominated by the Board should decline or be unable to serve as a director, it is intended that the persons named in the proxy will vote for the election of such person as is nominated by the board of directorsBoard as a replacement. The boardBoard may choose a substitute nominee. If any substitute nominee is designated by the Board, we will file a proxy statement supplement that, as applicable, identifies the substitute nominee, discloses that such nominee has consented to being named in the Company’s proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by SEC rules. The persons named in the proxy card will vote for the remaining nominees and substitute nominee chosen by the Board. Each of directorsthe persons named below has consented to being named in this Proxy Statement and to serve as a director if elected. Accordingly, the Board has no reason to believe that any of the persons named below will be unable or unwilling to serve.

Certain information, as of the Record Date, with respect to the continuing directors and director nominees for election at the Annual Meeting as well as each of the current directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, the year in which each person became a director of the Company, and a discussion of their particular experience, qualifications, attributes or skills that lead us to conclude, as of the Record Date, that such individual should serve as a director of the Company, in light of the Company’s business and structure.

Mr.Arthur S. Ainsberg is not an “interested person” of the Company as defined in the 1940 Act. Mr. Ainsberg has over 40 years of experience in the financial services industry and a deep understanding of public and accounting matters for financial service companies. In May 2013, Mr. Ainsberg was named to the board of directors of AG Mortgage Investment Trust. AG is a NYSE company, structured as a REIT, investing in various types of mortgage investments. Mr. Ainsberg served as a director, Chairman of the Audit Committee and member of the Compliance Committee of Nomura Securities International, Inc. (the U.S. based broker-dealerbroker-dealer of The Nomura Group) from 1996 through December 2014. In September 2012, Mr. Ainsberg was named to the boardBoard of directorsDirectors of Nomura Global Financial Products, Inc., and in July 2013, he was named to the boardBoard of directorsDirectors of Nomura Holding America, Inc., and served on each board through December 2014. In May 2013, Mr. Ainsberg was named to the Board of Directors of AG Mortgage Investment Trust. AG is a NYSE company, structured as a REIT, investing in various types of mortgage investments and served in such capacity until June 2020. From July 2003 through May 2012, Mr. Ainsberg served as a director for National Financial Partners Corporation, an independent financial services distribution company. From August 2009 through June 2011, Mr. Ainsberg served as Chief Operating Officer of Lehman Brothers Inc. in liquidation, the largest and most complex bankruptcy in the United States. Prior to this engagement, Mr. Ainsberg served as the Independent Consultant for Morgan Stanley & Co. from December 2003 until July 2009, under the Global Research Analyst Settlement, and was responsible for selecting and monitoring the providers of independent research for the clients of Morgan Stanley. Previously, Mr. Ainsberg was Chief Operating Officer at two investment partnerships, Brahman Capital Corp. from 1996 to 2000 and Bessent Capital Corp. during 2001. He also served as Chairman of the New York State Board for Public Accountancy from 1999 to 2000 and was a member of that board from 1993 to 2001. From 1998 to 2000, he was also a member of the Board of District 10 of the National Association of Securities Dealers. Mr. Ainsberg is also the author of Shackleton: Leadership Lessons from Antarctica (2008) and the co-authorco-author of Breakthrough: Elizabeth Hughes, the Discovery of Insulin, and the Making of a Medical Miracle (2010).

Mr. Ainsberg has extensive experience in the financial services industry and a deep understanding of public and financial accounting matters for financial services companies. He also brings to the Board of Directors a valuable perspective from his experience as a board member of a large U.S. broker-dealer.

Karin Hirtler

Our governance guidelines require any director who has previously been determined to be independent to inform the Chairman of the board of directorsBoard and the Chairman of the Nominating and Corporate Governance Committee of any change in circumstance that may cause his or her status as an independent director to change. The board of directorsBoard limits membership on the Audit Committee, and the Nominating and Corporate Governance Committee and the Compensation Committee to independent directors.

In order to evaluate the materiality of any such relationship, the board uses the definition of director independence set forth in the NYSE Listed Company Manual. Section 303A.00listing rules of the NYSE Listed Company ManualNASDAQ Stock Market LLC (the “NASDAQ Listing Rules”). Rule 5615(a)(5) of the NASDAQ Listing Rules provides that business development companies, ("BDCs"), such as the Company, are required to comply with all of the provisions of Section 303Athe Rule 5600 series of rules applicable to domestic issuers other than, Sections 303A.02,in applicable part, Rule 5605(b), the section that defines director independence. Section 303A.00 provides that aA director of a BDCbusiness development company shall be considered to be independent if he or she is not an “interested person” of the Company, as(as defined in Section 2(a)(19) of the 1940 Act.Act) of the Company. Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company.

The board of directorsBoard has determined that each of the directorsArthur Ainsberg, Howard Amster, Karin Hirtler-Garvey, and director nomineesLowell W. Robinson is independent, and has no material relationship with the Company except asand is a director and stockholdernot an interested person of the Company withas defined in Section 2(a)(19) of the exception of Brook Taube, Seth Taube and Jeff Tonkel. Messrs. Brook Taube, Seth Taube and Jeff Tonkel are1940 Act. David Lorber is an interested personsperson of the Company due to their positionshis position as membersChief Executive Officer of management of MCC Advisors.the Company.

Our boardBoard of directorsDirectors monitors and performs an oversight role with respect to the business and affairs of the Company, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to the Company. Among other things, our boardBoard of directors approvesDirectors oversees the appointmentactivities of our investment adviser and officers, reviews and monitors the services and activities performed by our investment adviser and executive officers and other management personnel responsible for the Company’s investment portfolio and approves the engagement, and reviews the performance of, our independent registered public accounting firm.

Under the Company’s bylaws, our boardBoard of directorsDirectors may designate a Chairman to preside over the meetings of the boardBoard of directorsDirectors and meetings of the stockholders and to perform such other duties as may be assigned to him or her by the boardBoard of directors.Directors. We do not have a fixed policy as to whether the Chairman of the boardBoard of directorsDirectors should be an independent director and believe that we should maintain the flexibility to select the Chairman and reorganize the leadership structure, from time to time, based on the criteria that is in the best interests of the Company and its stockholders at such times.

Presently, Mr. Brook TaubeDavid Lorber serves as the Chairman of our boardBoard of directors.Directors. Mr. Brook TaubeDavid Lorber is an “interested person” of the Company as(as defined in Section 2(a)(19) of the 1940 ActAct) of the Company because he is Chief Executive Officer and President of the Company, serves on the Investment Committee and is the Managing Member of MCC Advisors. We believe that Mr. Taube’s history with the Company, familiarity with its investment platform, and extensive knowledge of the financial services industry qualify him to serve as the Chairman of our board of directors. We believe that the Company is best served through this existing leadership structure, as Mr. Taube’s relationship with MCC Advisors provides an effective bridge and encourages an open dialogue between management and the board of directors, ensuring that both groups act with a common purpose.

We recognize that different board leadership structures are appropriate for companies in different situations. We re-examinere-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet the Company’s needs.

Our boardBoard of directorsDirectors performs its risk oversight function primarily through (a) its three standing committees, which report to the entire boardBoard of directorsDirectors and are comprised solely of independent directors, and (b) active monitoring of our Chief Compliance Officer and our compliance policies and procedures.

As described below in more detail under “Committees of the Board of Directors,” the Audit Committee and the Nominating and Corporate Governance Committee assist the boardBoard of directorsDirectors in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing the Company’s accounting and financial reporting processes, the Company’s systems of internal controls regarding finance and accounting, and audits of the Company’s financial statements. The Nominating and Corporate Governance Committee’s risk oversight

Our boardBoard of directorsDirectors also performs its risk oversight responsibilities with the assistance of the Chief Compliance Officer. Every quarter, the boardThe Board of directorsDirectors reviews a regular written report from the Chief Compliance Officer discussing the adequacy and effectiveness of the compliance policies and procedures of the Company and its service providers. The Chief Compliance Officer’s quarterlyregular report addresses the following: (a) the operation of the compliance policies and procedures of the Company and its service providers since the last report; (b) any material changes to such policies and procedures since the last report; (c) any recommendations for material changes to such policies and procedures as a result of the Chief Compliance Officer’s quarterly review; and (d) any compliance matter that has occurred since the date of the last report about which the boardBoard of directorsDirectors would reasonably need to know to oversee our compliance activities and risks. In addition, the Chief Compliance Officer meets separately in executive session with the independent directors at least once each year.

We believe that our boardBoard of directors'Directors’ role in risk oversight is effective and appropriate given the extensive regulation to which we are already subject as a BDC.business development company (“BDC”). As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, our ability to incur indebtedness is limited such that our asset coverage must equal at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements are met) immediately after each time we incur indebtedness, we generally have to invest at least 70% of our total assets in “qualifying assets.assets,”

An Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee have been established by our boardBoard of directors.Directors. Previous to January 1, 2021, the Company also had an operational Special Committee. During the fiscal year of 2017,2020, our boardBoard of directorsDirectors held six27 board meetings, fivesix Audit Committee meetings, twoten Nominating and Corporate Governance Committee meeting andmeetings, one Compensation Committee meeting.meeting, and 32 Special Committee meetings. All directors attended at least 75% of the aggregate number of meetings of the boardBoard of directorsDirectors and of the respective committees on which they serve. We require each director to make a diligent effort to attend all board and committee meetings as well as each annual meeting of our stockholders.

Audit Committee.Committee.    The Audit Committee operates pursuant to a charter approved by our boardBoard of directors,Directors, a copy of which is available on our website at http://www.medleycapitalcorp.comwww.phenixfc.com. The charter sets forth the responsibilities of the Audit Committee. The Audit Committee’s responsibilities include selecting the independent registered public accounting firm for the Company, reviewing with such independent registered public accounting firm the planning, scope and results of its audit of the Company’s financial statements, pre-approvingpre-approving the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing the Company’s annual financial statements and periodic filings and receiving the Company’s audit reports and financial statements. The Audit Committee also establishes guidelines and makes recommendations to our boardBoard of directorsDirectors regarding the valuation of our investments. The Audit Committee is responsible for aiding our boardBoard of directorsDirectors in determining the fair value of debt and equity securities that are not publicly traded or for which current market values are not readily available. The boardBoard of directorsDirectors and the Audit Committee utilize the services of nationally recognized third-partythird-party valuation firms to help determine the fair value of these securities. The Audit Committee is currently composed of Messrs. John E. Mack,Karin Hirtler-Garvey (chair), Arthur S. Ainsberg, and Mark LerdalLowell W. Robinson, each of whom is independent as set forth in the NASDAQ Listing Rules and Ms. Karin Hirtler-Garvey. All of them are considered independent under the rules of the NYSE corporate governance listing standards and areis not an “interested persons” of the Company asperson” (as that term is defined in Section 2(a)(19) of the 1940 Act. Mr. MackAct) of the Company. Karin Hirtler-Garvey serves as ChairmanChair of the Audit Committee. Our boardBoard of directorsDirectors has determined that Mr. Mackeach of Karin Hirtler-Garvey, Arthur S. Ainsberg, and Lowell W. Robinson is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K,S-K, as promulgated under the Exchange Act. Mr. MackEach of Karin Hirtler-Garvey, Arthur S. Ainsberg, and Lowell W. Robinson meets the current independence and experience requirements of Rule 10A-310A-3 of the Exchange Act.

Nominating and Corporate Governance Committee.Committee.    The Nominating and Corporate Governance Committee operates pursuant to a charter approved by our boardBoard of directors,Directors, a copy of which is available on our website at http://www.medleycapitalcorp.comwww.phenixfc.com. The members of the Nominating and Corporate Governance Committee are Messrs. Arthur S. Ainsberg, and John E. Mack and Ms. Karin Hirtler-Garvey. All members of the Nominating and Corporate Governance Committee are considered independent under the rules of the NYSE and are not “interested persons” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act. Mr. Ainsberg serves as Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for selecting, researching and nominating directors for election by our stockholders, selecting nominees to fill vacancies on the boardBoard of directorsDirectors or a committee thereof, developing and recommending to the boardBoard of directorsDirectors a set of corporate governance principles and overseeing the evaluation of the boardBoard of directorsDirectors and our management. The Nominating and Corporate Governance Committee currently does not consider nominees recommended by our stockholders.

The Nominating and Corporate Governance Committee seeks candidates who possess the background, skills and expertise to make a significant contribution to the boardBoard of directors,Directors, the Company and its stockholders. In considering possible candidates for election as a director, the Nominating and Corporate Governance Committee takes into account, in addition to such other factors as it deems relevant, the desirability of selecting directors who:

The Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the Nominating and Corporate Governance Committee considers and discusses diversity, among other factors, with a view toward the needs of the boardBoard of directorsDirectors as a whole. The Nominating and Corporate Governance Committee generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the boardBoard of directors,Directors, when identifying and recommending director nominees. The Nominating and Corporate Governance Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Nominating and Corporate Governance Committee’s goal of creating a boardBoard of directorsDirectors that best serves the needs of the Company and the interest of its shareholders.

The following table sets forth compensation of the Company’s directors, for the fiscal year ended September 30, 2017:

We have entered into indemnification agreements with our directors. The indemnification agreements are intended to provide our directors the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that the Company shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.

Investment Management Agreement. We have entered into an Investment Management Agreement with MCC Advisors, our investment adviser. Mr. Brook Taube, our Chairman, Chief Executive Officer and President, is a Managing Partner of, and has financial and controlling interests in, MCC Advisors. In addition, Messrs. Seth Taube and Jeff Tonkel, members of our board of directors, and Mr. Richard T. Allorto, Jr., our Chief Financial Officer, serve as Managing Partners and Chief Financial Officer, respectively, for MCC Advisors. Messrs. Seth Taube, Jeff Tonkel and Richard T. Allorto, Jr. also have financial interests in MCC Advisors.

The Audit Committee and the independent directors of the board of directorsBoard have appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2018,2021, subject to ratification or rejection by the stockholders of the Company.

Ernst & Young LLP has advised us that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in the Company or its affiliates. It is expected that a representative of Ernst & Young LLP will be present at the Annual Meeting and will have an opportunity to make a statement if he or she chooses and will be available to answer questions.

The following table (in thousands) displays fees for professional services by Ernst & Young LLP for the fiscal years ended September30, 20172020 and 2016:2019:

Audit-RelatedAudit-Related Fees:    Audit-relatedAudit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Services Fees:    Tax services fees consist of fees billed for professional tax services. These services also include assistance regarding federal, state and local tax compliance.

All Other Fees:    Other fees would include fees for products and services other than the services reported above.

The Audit Committee operates under a written charter adopted by our board of directors.the Board. The Audit Committee is currently composed of Messrs. John E. Mack,Karin Hirtler-Garvey, the Chair, Arthur S. Ainsberg, and Mark Lerdal and Ms. Karin Hirtler-Garvey,Lowell W. Robinson, each of whom is an independent director.

Management is responsible for the Company’s internal control over financial reporting and the financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements in accordance with standards of the PCAOB, and expressing an opinion on the conformity of the Company’s financial statements to U.S. generally accepted accounting principles (“GAAP”). The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee is also directly responsible for the appointment, compensation and oversight of the Company’s independent registered public accounting firm.

The Audit Committee has established a pre-approvalpre-approval policy that describes the permitted audit, audit-related,audit-related, tax and other services to be provided by Ernst & Young LLP, the Company’s independent registered public accounting firm. The policy requires that the Audit Committee pre-approvepre-approve the audit and non-auditnon-audit services performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair the firm’s independence.

Any requests for audit, audit-related,audit-related, tax and other services that have not received general pre-approvalpre-approval must be submitted to the Audit Committee for specific pre-approval,pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approvalpre-approval is provided at regularlyperiodically scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approvalpre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approvalpre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approvepre-approve services performed by the independent registered public accounting firm to management.

The Audit Committee has reviewed, and discussed with management, the Company’s audited financial statements. Management has represented to the Audit Committee that the Company’s financial statements were prepared in accordance with GAAP.

The Audit Committee reviewed and discussed the Company’s audited financial statements with management and Ernst & Young LLP, the Company’s independent registered public accounting firm, with and without management present. The Audit Committee included results of Ernst & Young LLP’s audits, the Company’s internal controls, and the quality of the Company’s financial reporting. The Audit Committee also reviewed the Company’s procedures and internal control processes designed to ensure full, fair and adequate financial reporting and disclosures, including procedures for certifications by the Company’s Chief Executive Officer and Chief Financial Officer that are required in periodic reports filed by the Company with the SEC. The Audit Committee concluded that the Company’s internal control system is adequate and that the Company employs appropriate accounting and auditing procedures.

The Audit Committee also discussed with Ernst & Young LLP matters relating to Ernst & Young LLP’s judgments about the quality, as well as the acceptability, of the Company’s accounting principles as applied in its financial reporting and as required by PCAOB Auditing Standard AS1301, Communications with Audit Committees. In addition, the Audit Committee has discussed with Ernst & Young LLP its independence from management and the Company, as well as the matters in the written disclosures received from Ernst & Young LLP and required by PCAOB

Based on the Audit Committee’s review and discussions with management and the independent registered public accounting firm referred to above, the Audit Committee’s review of the Company’s audited financial statements, the representations of management and the report of Ernst & Young LLP to the Audit Committee, the Audit Committee recommended to the board of directorsBoard that the audited financial statements as of and for the fiscal year ended September 30, 2017,2020, be included in the Company’s Annual Report on Form 10-K10-K for the fiscal year ended September 30, 2017,2020, for filing with the SEC. The Audit Committee also recommended the selection of Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending September 30, 2018.

Lowell W. Robinson

The material contained in the foregoing Audit Committee Report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2018.Complaints Regarding Accounting Matters

The Company’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Company’s Chief Compliance Officer. Persons who are uncomfortable submitting complaints to the Chief Compliance Officer, including complaints involving the Chief Compliance Officer, may submit complaints directly to the Company’s Audit Committee Chairman. Complaints may be submitted on an anonymous basis.

Stockholders of Record:    You may elect to receive proxy materials electronically next year in place of printed materials by logging on to www.proxyvote.comwww.virtualshareholdermeeting.com/MCC2018 and following the instructions on the site and entering your control number, which you can locate on the accompanying proxy card. By doing so, you will save the Company printing and mailing expenses, reduce the impact on the environment and obtain immediate access to the Annual Report on Form 10-K,10-K, proxy statement and voting form when they become available.

Beneficial Stockholders:    If you hold your shares through a broker, bank or other holder of record, you may also have the opportunity to receive copies of the Proxy Statement and Annual Report on Form 10-K10-K electronically. Please check the information provided in the proxy materials mailed to you by your broker, bank or other holder of record regarding the availability of this service or contact the broker, bank or other holder of record through which you hold your shares and inquire about the availability of such an option for you.

If you elect to receive your materials via the Internet, you can still request paper copies by leaving a message with Investor Relations at 212-759-0777212-859-0390 or by sending an e-maile-mail to sam.anderson@mdly.com.

In a further effort to reduce printing costs, postage fees and the impact on the environment, we have adopted a practice approved by the SEC called “householding.” Under this practice, stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our proxy materials, unless any of these stockholders notifies us that he or she wishes to continue receiving individual copies. Stockholders who participate in householding will continue to receive separate proxy cards.

If you share an address with another stockholder and received only one set of proxy materials, but would like to request a separate copy of these materials, please contact Broadridge by calling 1-800-542-1061 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Similarly, you may also contact Broadridge if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.

We are committed to maintaining the privacy of our stockholders and to safeguarding their non-publicnon-public personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.

Generally, we do not receive any non-publicnon-public personal information relating to our stockholders, although certain non-publicnon-public personal information of our stockholders may become available to us. We do not disclose any non-publicnon-public personal information about our stockholders or former stockholders to anyone, except as permitted by law, or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third party administrator).

We restrict access to non-publicnon-public personal information about our stockholders to employees of our investment adviser and its affiliates with a legitimate business need for the information. We will maintain physical, electronic and procedural safeguards designed to protect the non-publicnon-public personal information of our stockholders.